Forced
to flee together, he drags her through the foggy night, clamping
his hand over her mouth to prevent her from crying out. They hide
under the stone bridge amidst the sound of bleating sheep. Later,
they conceal themselves from a search party under a waterfall, where
he threatens her to keep quiet: "One move out of you and I'll
shoot you first myself." The film's funny and ironic implications
of their being chained or shackled together are comically played
up.

After the men give up the search, they find themselves
on the road wandering through the moors. His whistling aggravates
her and she complains. He insists that the men in the car were not
policeman or detectives. Still unconvinced of his innocence and their
mutual danger, she thinks he is only imagining things in his "penny
novelette spy story." He regrets being chained to his antagonistic
adversary - it's a love-hate relationship with overtly sexual overtones:

Hannay: There are twenty million women in this island
and I've got to be chained to you. Now look here, miss. Once more,
I'm telling you the truth...I'm telling it to you now for a third
time. There's a dangerous conspiracy against this island. We're
the only people who can stop it - what you've seen happen right
under your very nose.
Pamela: The gallant knight to the rescue.
Hannay: All right. Then, I'm just a plain common murderer who stabbed
an innocent, defenseless woman in the back not four days ago. How
do you come out over that? I don't know how innocent you may be,
but you're a woman and you're defenseless, and you're alone on a
desolate moor in the dark manacled to a murderer who would stop at
nothing to get you off his hands. And if that's the situation you
prefer, have it, my lovely, and welcome.
Pamela: I'm not afraid of...(She sneezes)
Hannay: For all you know, I may murder a woman a week. (He offers
his handkerchief, but then grabs her forcibly by the collar.) So
listen to one bit of advice. From now on, do every single thing I
can easily do, and do it quick.
Pamela: You big bully!
Hannay: I like your pluck!

After pulling her along and whistling (to annoy her),
the handcuffs force them to spend the night together in a country
inn, the Argyle Arms. After explaining that their car broke down,
they are offered the one available room (with a double bed) by the
innkeeper's wife: "You're man and wife, I suppose?"
Of course, they are forced to spend the night very much together and
Hannay again assumes a disguise as an eloping newly-wed so they can
share the room - they register as Mr. and Mrs. Henry Hopkinson of the
Hollyhocks, Hammersmith. [Eighth Identity] The innkeeper also
acknowledges that they are a romantic newlywed couple who want to constantly
be together. The landlady amusingly exclaims her picture of the romantic
fantasy to her husband: "They're so terrible in love with each
other!" When Pamela blurts out to the landlady in their room: "I
say, please don't go!", Hannay prevents Pamela from exposing their
charade by pressing a pretended-gun in his pocket against her:

Landlady: Is anything wrong?
Hannay: Of course there's nothing wrong. She wants to tell you something,
that's all. We're a runaway couple.
Landlady: ...And they're after you?
Hannay: You won't give us away, will you please?
Landlady: Of course we will not give you up. A good night to you
both. You will no be disturbed. (He squeezes Pamela's throat, almost
strangling her, to prevent her from confessing.)

As they sit and eat the sandwiches that have helpfully
been brought to the room, Hannay provocatively jokes with Pamela.
He wonders whether there will be more coercion or peaceful co-existence:

Hannay: Now what's the next item on the program?
Pamela (gesturing toward the handcuffs): Get these things off.
Hannay: Right. How are we going to set about it? Anything in that
bag of yours that would help? A pair of scissors or hairpin, or something?
Pamela: A nail file. Well, do you think that'd help?
Hannay: ...It'll take about ten years, but we can try it. Now let's
make ourselves as comfortable as possible. What about that skirt
of yours? It's still pretty damp, you know. I don't want to be tied
to a pneumonia case on top of everything else. Take it off. I don't
mind.
Pamela: I'll leave it on, thank you...My shoes and stockings are
soaked so I think I'll take them off.
Hannay: That's the first sensible thing I've heard you say.

When she removes her left leg's stocking by slipping
it down her leg, his manacled hand must follow hers down her leg.
He innocently asks: "Can I be of any assistance?" After
the first stocking is off, she takes command of the situation and
fills his free hand with her sandwich while the second one is removed.
She drags him over to the fireplace where he hangs the stockings
to dry. He drinks down his whiskey in one gulp and then pulls her
over to the bed ("the operating table"):

Hannay: Now, will you kindly place yourself on the
operating table? (She reacts insulted and shocked.) All right,
all right, nobody's gonna hurt you. This is Armistice Day. Let's
get some rest while we can.
Pamela: I'm not going to lie on this bed.
Hannay: As long as you're chained to me, you'll lie wherever I lie.
We're the Siamese twins.
Pamela: Oh, don't gloat!
Hannay: Gloat? Do you think I'm looking forward to waking up in the
morning and seeing your face beside me, unwashed and shiny? What
a sight you'll be.

Hannay remembers why he is so tired - he hasn't slept
in a bed since the previous Saturday night, and then it was only
for a couple of hours. While lying together on the bed, he becomes
absorbed in his own sarcastic performance while falsely admitting
his murderous past to confirm her suspicions:

Pamela: What made you wake so soon? Dreams?
Hannay: What do you mean, dreams?
Pamela: I've always been told murderers have terrible dreams. (He
pulls her by the handcuffs to register disapproval.)
Hannay: (playing along to amuse her) Oh, but only at first. Got over
that a long time ago. When I first did a crime, I was quite squeamish
about it. I was a most sensitive child.
Pamela: You surprise me.
Hannay: I used to wake up in the middle of the night screaming, thinking
the police were after me. But one gets hardened.
Pamela: How did you start?
Hannay: Oh, quite a small way like most of us. Pilfering pennies
from other childrens' lockers at school. Then a little pocket-picking
and a spot of car-pinching, and smash-and-grab and sordid, plain
burglary. Killed my first man when I was nineteen. (He yawns) In
years to come, you'll be able to take your grandchildren to Mme.
Tussaud's and point me out.
Pamela: Which section?
Hannay: Oh, it's early to say. I'm still young. But I'll be there,
all right, in one department or another. Yes, you'll point me out
and say: 'Chicks, if I were to tell you how matey I once was with
that gentleman...'

She turns abruptly during his fantasy about how he
became a murderer and complains about how the handcuffs are cutting
and pinching her wrists. He concludes his textbookish story about
his "career of crime" with how he was influenced by his
Great Uncle Penruddy, "the Cornish Bluebeard" - Pamela
falls asleep before he has finished his life-story tale:

He murdered three wives and got away with it, but
his third mother-in-law got the goods on him and tried to have
him arrested. Did she succeed? No! He was too quick for her. Took
her for a walk to Land's End and shoved her over into the Atlantic
Ocean. He's in Mme. Tussaud's all right, and there's no doubt about
his department. We must go down and see him sometime. Can't mistake
him. Third on the left as you go in. Red whiskers and a hare-lip.
And that, lady, is the sad story of my life. A poor orphan boy
who never had a chance.

They both collapse on the bed without passion, further
attacks or counter-attacks, or discussion. The camera pans away from
them and comes to rest on a metaphoric phallic symbol - a burning
candle.

Briefly, the next scene cuts to the Professor, who
tells Louisa, his loving wife, as he leaves his residence on his
secret mission: "As soon as I've picked up - you-know-what,
I'll clear out of the country."

The scene returns to a fade-in on the burned-down candle
in the Argyle Arms Inn. Pamela awakens in the middle of the night
while Hannay is still asleep, and since she has small feminine wrists,
she manages to slip free of the cuff. As she prepares to desert Hannay,
she satisfies her curiosity by reaching her hand into his coat-jacket
pocket, where she is annoyed to find a tobacco pipe instead of a
gun. On the top landing of the hallway above the lobby, she overhears
a phone call that one of the spy/agents is making to Professor Jordan's
co-conspirator wife Louisa, and then a conversation between the two
spies. At one point, she is ready to call out to the conspirators,
but then is shocked by what she hears. She becomes convinced of Richard
Hannay's innocence when she hears that the Professor is going to
warn the 39 Steps and then rendezvous at the London Palladium:

Oh, he's gone to London already, has he?...The girl
handed him over to us thinking we were detectives...He's cleared
out already...He thought it too dangerous with Hannay on the loose.
He's warning the whole Thirty-Nine Steps. Has he got the, uh, you-know?
Yes. He's picking up our friend at the London Palladium on the
way out.

Interrupting excitedly, the innkeeper's wife dismisses
the agents for drinking after hours. She thereby prevents her husband
from revealing the young couple's presence in the inn. After Hannay
and Pamela have left, she kisses her husband and cautions him: "You
old fool ya, you wouldn't have given away a young couple, would ya?" The
camera pans up above them to Pamela smiling down on them. She returns
to the room, accompanied by lyrical romantic music in the background,
where she finds Hannay still sleeping peacefully. She covers him
with a blanket and then curls up for warmth on a divan at the foot
of the bed. After contemplating what to do next, she pulls the coverlet
from Hannay and wraps it around herself.

Day Four: (Monday)

When Hannay awakens with no-one attached to the handcuffs,
he looks up toward the bedroom door that stands ajar. Thinking Pamela
may have turned him in or left his life for good, he is pleasantly
surprised to see her pop up in front of him. She greets him softly
and warmly with: "Morning." After telling him that she
has learned the truth, he asks sarcastically: "May I ask what
earthquake caused your brain to work at last?" She relates how
she overheard a telephone conversation about the Thirty-Nine Steps
and the Professor's meeting with someone at the London Palladium.
Then, she presents him with a long overdue apology for not believing
him, but they melodramatically engage in another argument before
too long. He is angered that she didn't wake him immediately:

Pamela: I feel such a fool, not having believed you.
Hannay (as he fingers the handcuffs): Oh, that's all right. (Shyly
and nervously) Well, we ought to get a move on. What room are
those two men in?
Pamela: No room, they went as soon as they telephoned.
Hannay: (harshly) They what?
Pamela: Didn't I tell you?
Hannay: You let them go after hearing what they said? You, you button-headed
little idiot!
Pamela: Don't talk to me like that!
Hannay: Four or five precious hours wasted. Why didn't you wake me
up at once? Even you might have realized that what they said was
important.

Accused of murder, Hannay is desperate to expose the
Professor and the agents at the Palladium - it's the only way to
clear his own name. Spitefully, Pamela tells him that the name of
the show at the London Palladium is apt: "The show just about
suits you...Crazy Month."

In a brief sequence at the Scotland Yard Office in
the City of Westminster, Pamela tells her story to officials, but
learns that they are still convinced that Richard is a murderer because
no Air Ministry information is missing:

It's true the Air Ministry has got a new thing quite
a lot of people are interested in. They are positive that no papers
are missing about it that would be of any use to a spy.

As she leaves, she refuses to tell them the whereabouts
of the fugitive:
"I haven't the faintest idea." But they order her followed
to the Palladium, just as Hannay hoped: "She'll lead us to Hannay,
all right."

The film returns full-circle to London's Palladium,
where Mr. Memory is again on the bill. When Pamela arrives, a comedy
act is performing for a raucous audience. The police and other agents
are gathering in and around the Palladium in full force to prevent
anyone from leaving the theatre. In his orchestra seat in the middle
section of the ground floor, Hannay borrows a pair of opera glasses
from the person seated next to him. From his point-of-view, he spots
a man - the Professor - (with his hand on the railing missing the
top joint of his little finger) hiding behind the curtain in the
corner of one of the opera boxes. Pamela joins Hannay and tells him
that there are no missing papers:
"You can't do anything about it. I've been to Scotland Yard."

When the orchestra strikes up a new musical number,
a familiar tune that he remembers from the cabaret act at the Music
Hall, Hannay realizes that it is the tune he has been obsessively
whistling: "Do you hear that tune? It's that thing I couldn't
get out of my head! Now I know where I heard it before. Of course!
At Music Hall! Annabella Sm..." Just then, the curtain rises
and Mr. Memory appears on-stage before the audience. As the memory
expert is again introduced by the Master of Ceremonies with the same
words verbatim, Hannay exclaims to Pamela: "It's the same little
man." In his opera-glasses view, he can see Mr. Memory turn
and glance up at the Professor - meaning that Mr. Memory and the
Professor obviously know each other. Jordan takes something shiny
from his coat pocket and signals Mr. Memory with its reflection.
The memory expert nods back to the Professor.

Enlightened by connecting all the strands of his experience
and Pamela's clue that there are no papers missing, Hannay realizes
that the memory expert holds the Hitchcockian "MacGuffin" in
his head - he has memorized the classified secret information
regarding mechanical plans for the design of an airplane engine:

I've got it! I've got it! Of course, there are no
papers missing. All the information's inside Memory's head...Don't
you see? The details of the Air Ministry secrets were borrowed,
memorized by this little man, and then replaced before anyone could
find out. That's why he's here tonight to take Memory out of the
country after the show.

As the police converge on them, and hecklers in the
audience call out more impossible questions, ("When did Florence
Nightingale die?" "What is the height of the Empire State
Building?" "What was the date of General Gordon's death?"
"Where's the capital of ...?" ), Richard tries to convince
the detectives that they should listen to him, but they refuse: "Now
look here, old man, you don't want to cause any trouble and spoil people's
entertainment." Suddenly, Hannay breaks away from the arresting
detectives and shouts a question out to Mr. Memory. He asks him the
one innocuous question that will ultimately test him:

What are the Thirty-Nine Steps? Come on! Answer up!
What are the Thirty-Nine Steps?

Caught in a paradoxical dilemma [and in a tilted, off-balance
camera angle], Mr. Memory hesitates and expresses dismay, shock and
anguish on his face about how to answer the question in front of
the audience and not appear fraudulent. Becoming a victim of his
own professional conscience, he maintains his public image and his
peerless reputation as a reservoir of information. Mr. Memory is
compelled to give the answer as he always does - with the truth -
even if the truth means his own death. He automatically recites the
answer - that reveals the term is the code name of the organization
he is covertly associated with:

The Thirty-Nine Steps is an organization of spies,
collecting information on behalf of the foreign office of...

Before he can speak the name of the country, Mr. Memory
is silenced with a gun shot that rings out from Professor Jordan's
box above the stage. Provoked to a vengeful act, Professor Jordan
murders him and then attempts to flee. The assassin is confronted
at the doorway of his box by the shadow of a policeman framed there.
He leaps to the stage from the box and is immediately surrounded
in the middle of the performance area by a circle of policeman. The
curtains close on his arrest.

Backstage, a wounded and dying Mr. Memory "confesses" by
proudly reciting the complicated scientific mathematical formulas
of the secret documents that he had painstakingly memorized. The
secret formula is about how to make silent aircraft engines:

Hannay: Mr. Memory, what was the secret formula you
were taking out of the country?
Mr. Memory: Will it be all right me telling you, sir? It was a big
job to learn it, the biggest job I ever tackled, and I don't want
to throw it all away.
Hannay: It will be quite all right.
Mr. Memory: The first feature of the new engine is its greatly increased
ratio of compression represented by ...

On-stage behind them (visible from the wings) - where
the audience's attention is focused, a sexy chorus-line of girls
highkicks to the tune of Tinkle, Tinkle, Tinkle from the film Evergreen
(1934). As he recites the formula during his dying statement,
Mr. Memory stumbles and skips over his words, communicating how difficult
it was to retain the information. But he finally reaches the end
of his memorization: "This device renders the engine completely
silent. (To Hannay) Am I right, sir?" Hannay confirms and answers:
"Quite right, old chap."

In the film's last line, he expresses relief to Hannay
after completing another memorable performance, and then dies in
peace:

Thank you, sir. Thank you. I'm glad it's off my mind.
Glad.

After his death, the camera pulls back as Mr. Memory
slumps down to the floor. Richard and Pamela step into the frame
in the foreground and are united together, out of view from the observers
of Mr. Memory's death. Richard still has his handcuffs dangling from
his wrist. Pamela has a long, elegantly black-gloved arm. They tentatively
and privately extend their hands to each other, reaching out and
slipping one hand into the other - this time of their own free will,
unlike their handcuffed entrance into the bedroom of the Argyle Arms.
The film fades to black.